Phi Financial Services, Inc. v. Matthew R. Powers

IN THE COURT OF APPEALS OF IOWA

No. 14-0006
Filed September 17, 2014

PHI FINANCIAL SERVICES, INC.,
Plaintiff-Appellee,

vs.

MATTHEW R. POWERS,
Defendant-Appellant.
________________________________________________________________

Appeal from the Iowa District Court for Polk County, Michael D. Huppert,

Judge.

Borrower Matthew Powers appeals the district court’s determination the

creditor’s lawsuit is not barred by claim preclusion. AFFIRMED.

Matthew J. Hemphill of Bergkamp, Hemphill & McClure, P.C., Adel, for

appellant.

Christopher L. Low and Laurie Heron McCown of Abendroth & Russell,

P.C., Des Moines, for appellee.

Considered by Potterfield, P.J., and Tabor and Mullins, JJ.
2

TABOR, J.

In this contract action, borrower Matthew Powers contends the district

court erred in rejecting his defense of claim preclusion. The claim-preclusion

issue involves two deferred loan payment agreements for farm supplies—one

signed in 2005 and one signed in 2006. Those agreements spurred two lawsuits

filed by his creditor, PHI Financial Services, Inc.

Powers was the sole shareholder and president of Bell-Core, Inc., a North

Dakota corporation. Bell-Core and PHI entered into a 2005 deferred loan

payment agreement for $75,000. PHI set up a line of credit in favor of Bell-Core

for the purchase of seeds, chemicals, and other agricultural items; Powers

successfully argued he did not sign the 2005 contract in his personal capacity. In

contrast, PHI entered a 2006 deferred loan payment agreement for $75,000 with

Bell-Core and Powers individually as a co-borrower.1 Both loan agreements

stated:

The borrower and co-borrower, if any, separately and jointly
agree to be obligated to pay all obligations arising under this
Agreement. Anyone listed as a borrower or co-borrower is
authorized to enter a transaction for an advance to be made on this
Agreement. Any extension of new credit to any of us [the
borrowers], or renewal of this Agreement by all or less than all of
us, will not release any borrower/co-borrower from any duty to pay
it.
....
The credit limit stated is the maximum amount of principal
that can be borrowed and outstanding at any one time under this
Agreement unless the limit is changed by PHI Financial. In
subsequent years, the annual maximum line of credit amount shall
be the amount set forth in the final approval letter that I [borrowers]
receive prior to each crop year from PHI Financial.

1
The deferred loan for the 2006 crop year was paid in full.
3

Two years after the 2006 deferred loan agreement, a PHI December 2008

letter renewed the line of credit and set a borrowing limit of up to $325,000 for the

2009 crop year, with the loan due in full on December 1, 2009. The payment

coupon accompanying the renewal letter was in the names of both Bell-Core and

Powers. Neither Bell-Core nor Powers paid the 2009 loan balance by the due

date. In March 2011, Powers went through the process of dissolving Bell-Core

under North Dakota corporation laws.

I. First Litigation—CL123176.

In September 2011, PHI sued Bell-Core and Powers alleging breach of

the 2005 written contract. In January 2012, PHI sought summary judgment.

Powers resisted and filed an affidavit stating he was not personally a party to the

agreement having signed the 2005 agreement only in his capacity as Bell-Core’s

president. In March 2012, the court granted PHI’s summary judgment motion as

to Bell-Core2 and denied summary judgment as to Powers, ruling PHI “has not

provided the Court with sufficient undisputed proof that [defendant Powers]

should be held personally responsible for the debt sued upon.”

The following events occurred in April 2012. PHI moved to amend its

petition to allege a breach of the 2006 contract as the basis for a judgment

against Powers for the 2009 crop year. Powers resisted, stating in part, PHI

seeks to “base its claims upon an entirely new contract.” His resistance also

stated PHI “submit[s] this new and wholly different contract” and PHI “seeks to

submit a new contract with additional parties allegedly bound to the agreement.”

2
In December 2012, the court filed a judgment entry against Bell-Core in CL123176 for
$228,882.57, plus accrued interest, attorney fees, and costs.
4

The court denied PHI’s motion to amend, stating PHI’s “amended petition would

add an alleged individual liability count against [Powers] which was not alleged in

the original lawsuit” and Powers would be prejudiced if the court allowed PSI to

assert a new claim so late in the proceedings. Powers moved for summary

judgment, contending there were no issues of material fact regarding his claim

that he “is not a party to the contract at issue in this matter and is not personally

bound in any way to PHI.” (Emphasis added.)

PHI filed a motion to reconsider the amendment to its petition. Powers

resisted, stating: “The terms of both agreements may be the same . . . however,

the parties to the agreements are entirely different. Defendant Matthew R.

Powers is clearly not a party to the [2005] agreement.” In July 2012, the court

denied PHI’s motion to reconsider and granted Powers’s motion for summary

judgment.

II. Second Litigation—CL126640—Challenged in this Appeal.

In November 2012, PHI sued Powers, individually, for breach of the 2006

contract and sought to recover the funds it advanced in 2009. Powers answered

and asserted the affirmative defense of claim preclusion. In September 2013,

Powers filed a motion for summary judgment: “PHI claims Powers is liable for

indebtedness for the 2009 agricultural year based upon a 2008 renewal of the

2006 contract.” First, Powers claimed any “indebtedness in 2009 was in the

name of Bell-Core only.” Second, Powers pointed to the initial litigation and

claimed the current action is barred by res judicata.
5

PHI resisted stating the written provisions of the 2006 contract and the

2009 renewal establish Powers’s individual liability for the line of credit PHI

extended. PHI asserted claim preclusion did not apply to a later case “arising

from a completely independent claim” and in the earlier litigation (1) Powers

resisted the amended petition by arguing the 2005 and 2006 agreements were

completely independent agreements, (2) the court denied the motion to amend,

ruling PHI’s “amended petition would add an alleged individual liability count

against [Powers] which was not alleged in the original lawsuit,” and (3) the court

did not consider the merits of PHI’s claim against Powers based on the 2006

contract. See Pavone v. Kirke, 807 N.W.2d 828, 836 (Iowa 2011) (explaining

claim preclusion does not apply “unless the party against whom preclusion is

asserted had a full and fair opportunity to litigate the claim or issue in the first

action”).

After a contested hearing, the district court denied Powers’s motion for

summary judgment. The court quickly dispatched his first claim: “It is clear from

the record . . . the defendant, through his execution of the 2006 agreement,

obligated himself for any amounts borrowed by Bell-Core from [PHI] including

obligations taken out in subsequent years.” The court concluded Powers was not

entitled to summary judgment on the basis he, as a matter of law, did not assume

personal responsibility for the loan from PHI for the 2009 crop year.

As for claim preclusion, the district court noted the general rule “holds that

a valid and final judgment on a claim bars a second action on the adjudicated

claim or any part thereof.” Pavone, 807 N.W.2d at 835. The court stated Powers
6

must successfully prove, among other elements, the “fighting issue” that “the

claim made in the second action could have been fully and fairly adjudicated in

the prior case.” See Braunschweig v. Fahrenkrog, 773 N.W.2d 888, 893 (Iowa

2009). In determining whether the claim could have been fully and fairly

adjudicated in the first case, i.e., “whether both suits involve the same cause of

action,” the district court cited Pavone and aptly considered (1) the protected

right, (2) the alleged wrong, and (3) the relevant evidence. See Pavone, 807

N.W.2d at 837 (“However, we carefully distinguish between two cases involving

the same cause of action—where claim preclusion bars initiation of the second

suit—and two cases involving related causes of action—where claim preclusion

does not bar initiation of the second suit.”).

The district court ruled Powers had not proved the claim in the second

action could have been fully and fairly adjudicated in the initial case. First, the

protected right in the initial case “had at its source the 2005 agreement; the

protected right in the present case stems from an independent agreement, the

contract executed in 2006.” Second, PHI’s “efforts to frame a proper basis for a

claim” that Powers “was personally liable for the 2009 crop year were resisted”

by Powers, who claimed “the proposed amendment was based on a ‘new and

wholly different contract’ rather than the 2005 agreement.” Finally:

The two lawsuits brought by [PHI] against [Powers] arose from
separate and independent agreements. The adjudication in
[Powers’s] favor in the prior lawsuit should not form the basis for a
bar of the second lawsuit, especially when [Powers] successfully
objected to the inclusion of the very claim in the first lawsuit he now
contends was fairly and fully litigated therein.
7

Thereafter, the court entered judgment in favor of PHI and against Powers

for $249,099.34. Powers now appeals.

III. Claim Preclusion

Powers raises one issue on appeal: “The district court committed legal

error when it held the defense of claim preclusion does not apply in the second

lawsuit between the same parties involved in a claim that could have been

litigated in the first case.”

We review the grant or denial of summary judgment for correction of legal

error. Pavone, 807 N.W.2d at 833.

After thoroughly reviewing the record and arguments presented, we agree

with and adopt the district court’s analysis and decision on the issue of claim

preclusion.3 A full opinion would not augment or clarify existing case law.

Accordingly, we affirm by this memorandum opinion. See Iowa Court Rule

21.26(1)(d), (e).

AFFIRMED.

3
Because we approve of the reasons and conclusions in the district court’s opinion
rejecting Powers’s claim-preclusion argument, we need not address PHI’s contention
that judicial estoppel prohibited Powers from taking inconsistent positions in the first and
second litigation.